{"filing":{"accession_number":"0001104659-26-080613","cik":"0001971387","ticker":"LIMNW","company_name":"Liminatus Pharma, Inc.","form":"8-K","filing_date":"2026-07-06","report_date":null,"primary_document":"tm2619730d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1971387/000110465926080613/tm2619730d1_8k.htm"},"events":[{"id":16166,"run_id":14425,"accession_number":"0001104659-26-080613","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Liminatus Pharma completed the acquisition of InnocsAI LLC on July 2, 2026, pursuant to an Amended and Restated Merger Agreement entered into on June 29, 2026. The transaction involved approximately 1.6 billion shares of merger consideration comprising 19.99% common stock and Series A Non-Voting Convertible Preferred Stock, along with registration rights and non-compete agreements.","company_name":"Liminatus Pharma, Inc.","ticker":"LIMNW","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":14187,"accession_number":"0001104659-26-080613","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into an Amended and Restated Merger Agreement on June 29, 2026, whereby Liminatus Pharma will acquire InnocsAI LLC through a merger structure. The transaction involves 1.6 billion shares of merger consideration (approximately 19.99% common stock plus Series A Non-Voting Convertible Preferred Stock), registration rights, and non-compete agreements. This is a material acquisition that directly falls under Item 1.01 and would materially affect investor assessment of the registrant's strategic direction and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T13:14:53.939485+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14188,"accession_number":"0001104659-26-080613","item_number":"2.01","item_title":"Completion of Acquisition or Disposition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a merger on July 2, 2026, whereby Liminatus Pharma acquired InnocsAI through a Merger Sub structure. This is a material acquisition event disclosed under Item 2.01, representing a change of control and material business combination that would significantly affect investor assessment of the registrant's assets, operations, and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T13:14:53.939485+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14189,"accession_number":"0001104659-26-080613","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"While Item 3.02 typically flags dilutive equity issuances, this disclosure is explicitly tied to \"the closing of the Merger\" and incorporates Item 1.01 by reference, indicating the primary event is a completed merger/acquisition. The issuance of 11.2 million common shares and 158,881 Series A Preferred shares to former InnocsAI members represents consideration paid in a material acquisition, making the M\u0026A activity the dominant event rather than a standalone equity raise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T13:14:53.939485+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16167,"run_id":14425,"accession_number":"0001104659-26-080613","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Liminatus Pharma filed a Certificate of Designation on July 2, 2026, establishing the rights and preferences of Series A Non-Voting Convertible Preferred Stock as part of the merger consideration structure.","company_name":"Liminatus Pharma, Inc.","ticker":"LIMNW","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":14190,"accession_number":"0001104659-26-080613","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes a Certificate of Designation filed on July 2, 2026, establishing the rights and preferences of Series A Non-Voting Convertible Preferred Stock. While the filing involves an amendment to the company's capital structure through a preferred stock designation, it is a routine administrative governance matter—the authorization and terms of a new preferred stock class. The disclosure does not involve an actual issuance of securities, executive changes, material transactions, or financial events that would affect a reasonable investor's assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T13:14:53.939485+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":14187,"accession_number":"0001104659-26-080613","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into an Amended and Restated Merger Agreement on June 29, 2026, whereby Liminatus Pharma will acquire InnocsAI LLC through a merger structure. The transaction involves 1.6 billion shares of merger consideration (approximately 19.99% common stock plus Series A Non-Voting Convertible Preferred Stock), registration rights, and non-compete agreements. This is a material acquisition that directly falls under Item 1.01 and would materially affect investor assessment of the registrant's strategic direction and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T13:14:53.939485+00:00","company_name":"Liminatus Pharma, Inc.","ticker":"LIMNW","filing_date":"2026-07-06"},{"id":14188,"accession_number":"0001104659-26-080613","item_number":"2.01","item_title":"Completion of Acquisition or Disposition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a merger on July 2, 2026, whereby Liminatus Pharma acquired InnocsAI through a Merger Sub structure. This is a material acquisition event disclosed under Item 2.01, representing a change of control and material business combination that would significantly affect investor assessment of the registrant's assets, operations, and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T13:14:53.939485+00:00","company_name":"Liminatus Pharma, Inc.","ticker":"LIMNW","filing_date":"2026-07-06"},{"id":14189,"accession_number":"0001104659-26-080613","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"While Item 3.02 typically flags dilutive equity issuances, this disclosure is explicitly tied to \"the closing of the Merger\" and incorporates Item 1.01 by reference, indicating the primary event is a completed merger/acquisition. The issuance of 11.2 million common shares and 158,881 Series A Preferred shares to former InnocsAI members represents consideration paid in a material acquisition, making the M\u0026A activity the dominant event rather than a standalone equity raise.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T13:14:53.939485+00:00","company_name":"Liminatus Pharma, Inc.","ticker":"LIMNW","filing_date":"2026-07-06"},{"id":14190,"accession_number":"0001104659-26-080613","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes a Certificate of Designation filed on July 2, 2026, establishing the rights and preferences of Series A Non-Voting Convertible Preferred Stock. While the filing involves an amendment to the company's capital structure through a preferred stock designation, it is a routine administrative governance matter—the authorization and terms of a new preferred stock class. The disclosure does not involve an actual issuance of securities, executive changes, material transactions, or financial events that would affect a reasonable investor's assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T13:14:53.939485+00:00","company_name":"Liminatus Pharma, Inc.","ticker":"LIMNW","filing_date":"2026-07-06"}]}